Acquisition or Creation of Subsidiary Clause Samples

Acquisition or Creation of Subsidiary. (a) Subject to General Condition Q.2.(b)., if any Company creates or acquires, during the Policy Period, a new Subsidiary (either directly or indirectly), the new Subsidiary shall be automatically covered under this Policy in relation to Wrongful Acts committed or alleged to have been committed after the date the new Subsidiary was created or acquired by the Company. The Company shall not have to provide the Insurer with any particulars of the new Subsidiary until the next renewal date following creation or acquisition of the Subsidiary, provided always that if such new Subsidiary employs any person in North America, then the provisions of Exclusion A.7. shall apply. (b) Automatic coverage pursuant to General Condition Q 2.(a) above shall not apply where a new Subsidiary created or acquired by any Company has: (i) gross consolidated assets in North America that increase the gross consolidated assets of the Company by more than ten per cent. (10%) (by reference to the Company’s most recent consolidated annual accounts); or (ii) any of its Securities listed on any exchange in North America. (c) If any Company acquires or creates a Subsidiary that falls within the parameters specified in General Condition Q.2.(b) above, then cover shall be extended to such new Subsidiary in relation to Wrongful Acts committed or alleged to have been committed after the date the new Subsidiary was created or acquired by the Company, provided that, and as a condition precedent to such cover being provided, the Policyholder: (i) gives the Insurer written notice of any such creation or acquisition as soon as possible, together with such additional information as the Insurer may require; (ii) accepts any notified alteration in the terms of this Policy; and (iii) pays any additional premium required by the Insurer. Subject to these conditions precedent having been met, the Insurer shall include the new Subsidiary within the scope of this Policy by way of endorsement. The Insurer shall have no liability under General Condition Q. 2. (c). in respect of any matter which the Insured does not notify to the Insurer in accordance with the requirements of this Condition. In addition, the Insurer shall consider the provision of retroactive cover for any new Subsidiary in respect of Wrongful Acts committed, or alleged to have been committed, prior to the date of any such acquisition or creation, upon specific request. If the Insurer, at its absolute discretion, agrees to provide such cover, ...
View SourceView Similar (2)
Acquisition or Creation of Subsidiary. If, before or during the Policy Period, any Insured Organization: 1. creates or acquires a Subsidiary; or 2. merges with another organization such that the Insured Organization is the surviving entity, then such newly created, acquired or merged organization and its Insureds (including any employee benefit plan) shall be covered for Wrongful Acts occurring after such acquisition, merger or creation. No coverage shall be available for any Wrongful Act occurring before such transaction or for any Interrelated Wrongful Acts thereto. If the fair value of the assets of all employee benefit plans sponsored by any newly acquired or merged organization exceed 15% of the total consolidated assets of all Plans immediately prior to such acquisition or merger, then as a condition precedent to coverage for such new Insureds, the Named Organization shall give the Insurer written notice of the transaction as soon as practicable and shall pay any reasonable additional premium, and shall agree to any additional terms and conditions, required by the Insurer. The Insureds shall furnish all information regarding such transaction as the Insurer shall request.
View Source
Acquisition or Creation of Subsidiary. Companies i. If, during the Period of Insurance, the Company acquires or creates any new office, branch or Subsidiary (either directly or through one or more of its Subsidiaries), coverage shall apply from such date of acquisition or creation provided that the new office, branch, or Subsidiary: a. has no more than 20% of the total number of Employees previously declared by or on behalf of all of the Company; and b. does not undertake activities which vary materially from those declared in the Proposal; c. such activities are confined to the UK; and d. has not had a loss within the past three years with a quantum greater than 50% of the Retention specified in the Policy Schedule. ii. If the new office, branch or Subsidiary acquired or created falls outside the above conditions, RSA agrees to provide cover from the date of their creation or acquisition for a period of 60 days. During the period of 60 days the Policyholder shall provide any additional information and pay any additional premium as may be reasonably required by RSA. Cover provided under this sub-section in relation to any new office, branch or Subsidiary shall only apply with respect to any Fidelity Loss caused by any act which is committed after the date of their creation or acquisition. However, RSA shall consider the provision of retroactive cover for any new office, branch or Subsidiary in respect of Fidelity Loss otherwise insured hereunder, prior to the date of any such acquisition, upon specific request, subject to payment of any additional premium required and the signing of a written endorsement.
View Source

Related to Acquisition or Creation of Subsidiary

  • Formation or Acquisition of Subsidiaries Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.13 shall be a Loan Document.

  • Creation/Acquisition of Subsidiaries In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or, with respect to any such Subsidiary, to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares of each such newly created Subsidiary. In the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, Borrower shall also grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, and to each Lender, a perfected security interest in the Shares of ConforMIS Hong Kong. Notwithstanding the foregoing, solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof, or otherwise approved by the Required Lenders, and with respect to ConforMIS Hong Kong, in the event the Lenders determine in their sole discretion that ConforMIS Hong Kong has become a material Subsidiary, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the Shares could reasonably be expected to create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.

  • Creation of Subsidiaries Subject to the provisions of Section 7.12, the Borrower may from time to time create new Wholly Owned Subsidiaries and the Wholly Owned Subsidiaries of the Borrower may create new Wholly Owned Subsidiaries, provided that concurrently with (and in any event within ten (10) Business Days after) the creation thereof: (a) Each such new Subsidiary will execute and deliver to the Bank (i) a joinder to the Guaranty, pursuant to which such new Subsidiary shall become a Subsidiary Guarantor thereunder and shall guarantee the payment in full of the Obligations of the Borrower under this Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Bank a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as collateral for its obligations under the Guaranty, subject only to Permitted Liens; and (b) The Borrower will deliver to the Bank a certificate of the secretary or an assistant secretary of such Subsidiary, in form and substance reasonably satisfactory to the Bank, certifying (i) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of such Subsidiary, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of such Subsidiary, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of such Subsidiary, authorizing the execution, delivery and performance of the Credit Documents to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of such Subsidiary executing such Credit Documents, and attaching all such copies of the documents described above; provided, however, that the provisions of this Section 5.10 shall not be required with respect to foreign Subsidiaries.

  • Formation of Subsidiaries Each Borrower will, at the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, within 10 days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) (a) cause such new Subsidiary to provide to Agent a joinder to the Guaranty and Security Agreement, together with such other security agreements (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value greater than $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); provided, that the joinder to the Guaranty and Security Agreement, and such other security agreements shall not be required to be provided to Agent with respect to any Subsidiary of any Borrower that is a CFC if providing such agreements would result in adverse tax consequences or the costs to the Loan Parties of providing such guaranty or such security agreements are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security or guarantee afforded thereby, (b) provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement) and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Agent; provided, that only 65% of the total outstanding voting Equity Interests of any first tier Subsidiary of a Borrower that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC) shall be required to be pledged if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge are unreasonably excessive (as determined by Agent in consultation with Borrowers) in relation to the benefits to Agent and the Lenders of the security afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a Loan Document.

  • Designation of Subsidiaries The Borrower may at any time after the Closing Date designate (or re-designate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately after any such re-designation, no Event of Default exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable Unrestricted Subsidiary), (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02) and (iii) subject to clause (ii) above, any subsidiary of an Unrestricted Subsidiary will be deemed to be an Unrestricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the date of designation in an amount equal to the portion of the fair market value of the net assets of such Subsidiary attributable to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower (and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the making, incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such Subsidiary, as applicable; provided that upon any re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary at the time of such re-designation, less (b) the portion of the fair market value of the net assets of such Restricted Subsidiary attributable to the Borrower’s equity therein at the time of such re-designation.